CONSULTING AGREEMENT #2

CONSULTING AGREEMENT

This Agreement is made as of this Date, (the "Effective Date") by and between Company Name, ("Principal"), and Name ("Consultant"), located at Address.

In consideration of the mutual promises and for other valuable consideration, the receipt and sufficiency of which Consultant acknowledges, the parties agree as follows:

Section 1. Services and Payment

1.1 Performance of Services. Consultant agrees to perform the work or services described in the Statement of Work, which is attached to this Agreement and incorporated herein by this reference, and as subsequently specified by Principal (the "Services") using Consultant's reasonable best efforts in good faith contract length. Principal and/or Consultant reserve the right to extend this agreement based on a revised Statement of Work.

1.2 Period of Services and Delivery. This Agreement will commence as of the Effective Date and will continue until final completion of the Services or until Principal terminates this Agreement, whichever occurs first. If a specific schedule is set forth in the Statement of Work, then time is of the essence for such Services. If a specific schedule is not set forth in the Statement of Work, then Consultant shall make all reasonable efforts to complete the Services as quickly as reasonable possible. Reasonable expenses include all reasonable travel expenses incurred by Consultant while performing the Services under this agreement."

1.3 Payment. Principal will pay Consultant a fee of Cost as the compensation for the Services satisfactorily performed hereunder. Consultant is also to be reimbursed for reasonable expenses incurred on behalf of Principal.

1.4 Invoices. Consultant will invoice Principal on a monthly basis for Services performed. All invoices shall contain at least the following information: description of Services rendered, Consultant's hourly rate, hours spent in performance of Services, and any other relevant information. Principal shall pay Consultant's invoices within 15 days of receipt. The payment of an invoice shall not constitute acceptance of the Services rendered. The Payment for Services shall be subject to adjustment for errors, defects, or other failures of Consultant to meet Principal's requirements.

Section 2. Relationship of Parties.

2.1 Independent Contractor. Consultant is an independent contractor and is not an agent or employee of Principal. Consultant has no authority to bind Principal by contract or otherwise without Principal's prior written authorization. Consultant will perform the Services under the general direction of Principal, but Consultant will determine, in Consultant's sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law. Principal has no right or authority to control the manner or means by which the Services are accomplished.

2.2 Taxes and Benefits. Consultant agrees to pay all taxes on the compensation provided to Consultant. Consultant will not be eligible to participate in or receive benefits under any employee benefit plans, arrangements, or policies ("Benefit Plans") of Principal. Consultant will defend, indemnify and hold Principal harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals relating to any obligation imposed upon Principal to pay any withholding taxes, social security, unemployment insurance, or similar items or to provide coverage or benefits under any Benefit Plan, in connection with compensation received by Consultant. If Consultant is later determined to have been an employee of Principal for any purpose, such individual nevertheless will not be entitled to participate or receive benefits under any Benefit Plan. Consultant acknowledges that no insurance whatsoever, including Workers' Compensation insurance, has been or will be obtained by Principal on Consultant's behalf.

Section 3. Principal's Property.

3.1 Work Product. "Work Product" shall mean all designs, ideas, discoveries, inventions, products, programs, procedures, improvements, documents, information and materials made, conceived or developed by Consultant, alone or with others, which result from or relate to the Services.

3.2 Assignment of Ownership. Consultant hereby irrevocable and without reservation transfers and assigns to Principal, without further compensation, any and all of Consultant's right, title, and interest in and to Work Product, including but not limited to, all copyrightable works and copyrights, patent rights, trade secrets and trademarks. At Principal's expense, Consultant agrees, during and for one year following the term of the Agreement, to cooperate with and assist Principal or its nominees and execute any documents and render any assistance that is reasonable necessary to obtain any copyright, patent, trademark, or other protection for Work Product. Consultant further agrees, during and for one year following the term of the Agreement, to treat all Work Product as Confidential Information (defined below).

3.3 Return of Principal's Property. Consultant will return to Principal any property of Principal that comes into Consultant's possession during the term of this Agreement, when requested by Principal, and in all events, at the termination or expiration of this Agreement. Consultant shall not remove any Principal's property from Principal's premises without written authorization from Principal. Such property shall include, but not be limited to, any documents containing Confidential Information.

Section 4. Confidential Information.

4.1 Definition and Duty. Principal may provide and Consultant may acquire information and materials from Principal and knowledge about the business including but not limited to products, processes, techniques, research, customers, employees and suppliers of Principal and confidential information or trade secret information of third parties in possession of Principal, and results of Services by Consultant. Consultant agrees that all such knowledge, information and materials acquired, and the existence of the Work Product, are and will be the trade secrets and confidential and proprietary information of Principal (collectively "Confidential Information"). Confidential Information will not include, however, any information which: (i) becomes a matter of public knowledge through no fault of Consultant; (ii) is rightfully received by Consultant from a third party without restriction on disclosure; (iii) is independently developed by Consultant without the use of Principal's Confidential Information; (iv) is rightfully in the possession of Consultant prior to its disclosure by Principal; or (v) is disclosed pursuant to a valid order of a court or authorized government agency, provided that Consultant has given Principal an opportunity to defend, limit or protect such disclosure. Consultant agrees to hold all such Confidential Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Services, and to disclose it to those individuals performing Services on behalf of Consultant only on a need-to-know basis.

4.2 Consultant's Employees - Confidentiality. Consultant will ensure that each of its employees and agents who will have access to the Work Product or Confidential Information of Principal executes an agreement assuring Principal of its exclusive ownership and control of the Work Product, obligating the individual to keep all Confidential Information confidential, and assigning to Principal any and all Work Product.

Section 5. Termination and Expiration.

5.1 Principal may terminate this Agreement at any time upon not less than ten (10) days written notice to Consultant. With respect to services performed prior to termination, Legerity shall pay Consultant for Consultant's reasonable costs and expenses incurred for work actually performed. Principal shall further pay Consultant for any additional reasonable costs and expenses reasonably associated with the termination of this Agreement that Consultant cannot reasonably avoid. If the Purchase Order provides for payment on an hourly per diem basis, payment will be made at the rate specified. Except for termination of the obligations to perform further services and to compensate for such services, the terms and conditions of this Agreement shall continue and survive any termination of this Agreement.

5.2 Consultant may terminate this Agreement at any time upon not less than ten (10) days written notice to Principal. With respect to services performed prior to termination, Principal shall pay Consultant for Consultant's reasonable costs and expenses incurred for work actually performed. Principal shall further pay Consultant for any additional reasonable costs and expenses reasonably associated with the termination of this Agreement that Consultant cannot reasonably avoid. If the Purchase Order provides for payment on an hourly per diem basis, payment will be made at the rate specified. Except for termination of the obligations to perform further services and to compensate for such services, the terms and conditions of this Agreement shall continue and survive any termination of this Agreement.

Section 6. Warranties and Representations.

6.1 Scope. With respect to all subject matter including Work Product which is disclosed or used in the performance of this Agreement: (i) the Consultant warrants it has the right to make disclosure and use thereof without liability to others; (ii) to the extent the Consultant owns rights in the subject matter, the Consultant hereby grants to Principal a royalty-free, irrevocable, world-wide, non-exclusive license to make, have made, copy, sell, offer for sale, use and disclose such subject matter, excluding only the subject matter which is agreed to specifically by Principal as being excluded from the grant in writing.

6.2 Conflict of Interest. Consultant does not now and will not, during the Agreement, consult with or perform services for a competitor of Principal, or participate in the ownership or control, or in any other manner be connected with any competitor of Principal, without written agreement from Principal

6.3 Warranties. Consultant warrants that all Services shall be performed in accordance with applicable industry standards.

Section 7. General Provisions.

7.1 Assignment. Consultant may not assign Consultant's rights or delegate Consultant's duties under this Agreement either in whole or in part without the prior written consent of Principal. Any attempted assignment or delegation without such consent will be void.

7.2 Arbitration. The parties agree to arbitrate any dispute concerning this Agreement not earlier resolved by informal good faith negotiations. The proceedings shall be binding and shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association in Texas. The arbitrators' decision shall be final and non-appealable and judgment may be entered in any court having jurisdiction.

7.3 Compliance With Laws. Consultant shall comply with all laws, rules or ordinances of the United States and any applicable state or governmental agency while supplying the Services.

7.4 Complete Understanding; Modification. This Agreement, together with the attached Statement of Work, constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. In the event of any conflict between any term of this Agreement and the Statement of Work, the specific conflicting term of this Agreement shall prevail. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

7.5 Governing Law. All questions regarding validity and interpretation of this Consulting Agreement shall by submitted to, governed by, construed and enforced in all respects by and in accordance with the laws of the State of Texas.

7.6 Notices. All notices permitted or required to be given under this Consulting Agreement must be in writing and will be deemed to have been given when personally delivered, when delivered by facsimile, e-mail, or express courier, or when mailed, postage prepaid, to the parties at the addresses contained in the opening paragraph (unless a different address is designated by a party in a notice given the other party).

Consultant's email: Email

Principal contact:

The parties have executed this Agreement as of the Effective Date.

Principal: (CONSULTANT):

By: By:

Title: Title:

STATEMENT OF WORK